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Can you tranfer the ownership of an LLC to another party by re-filing an annual list of officers with the new persons name on it

Las Vegas, NV |

Tranfer ownership of an Single member LLC to another person who will maintain the entity as an LLC also. Do you need to file a resignation of the original managing member and then substitute the name of the new owner as the new managing member. Is this correct?

Attorney Answers 3


In many states, for LLCs there are certificates of ownership issued that represent your ownership interest. These should have been issued to you at inception of operations and funding of the LLC. The usual method of transferring ownership is to transfer the certificate of ownership to the new owner. You should look at your corporate minute book and meet with corporate counsel in your state to have the proper documentation prepared to effectuate this transfer legally and to protect your tax position on such sale.

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Short answer - the filing of the annual list with the Secretary of State does not transfer ownership of the LLC.

An interest in a Nevada LLC is personal property, whether it is represented by a certificate or not. You should review the LLC's Operating Agreement to see if there are specific procedures applicable to the transfer of the membership interests. If there is a certificate, it problably has an endorsement form on the reverse side that the seller should sign. If there is no certificate or if there is no endorsement form you can transfer the interest with a separate transfer powerr that is signed y the seller. The specific language of the transfer power is beyond the scope of this answer so I won't recite it here but you can probably find one for Nevada on the web.

The transfer isn't complete by delivery of the endorsed certificate of the transfer power. The transfer must be reflected on the books of the LLC and, in most states, the purchaser needs to be admitted as a new member. That should be handled at the same time as the signature of the endorsement or transfer power. If the purchaser isn't admitted as a member, he will normally have only an economic interest in the LLC and will not have voting rights or other powers that are held by the member.

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You must actually do the paperwork to transfer the LLC interests from one person to another person, just sending the names to the state will not effect the change.

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